Current Report Filing (8-k)
December 02 2021 - 04:06PM
Edgar (US Regulatory)
0001389518 false 0001389518 2021-11-26
2021-11-26 iso4217:USD xbrli:shares iso4217:USD xbrli:shares
UNITED
STATES
SECURITIES AND
EXCHANGE COMMISSION
WASHINGTON, D.C.
20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities Exchange
Act of 1934
Date of
Report (Date of earliest event reported):
November 26, 2021
CLUBHOUSE MEDIA GROUP, INC.
(Exact name
of registrant as specified in its charter)
|
Nevada |
|
333-140645 |
|
99-0364697 |
|
(State or
other jurisdiction of
incorporation or
organization)
|
|
(Commission
File
Number)
|
|
(IRS
Employer
Identification
No.)
|
3651 Lindell Road,
D517
Las Vegas,
Nevada
89103
(Address of
principal executive offices) (Zip code)
(702)
479-3016
(Registrant’s telephone
number, including area code)
N/A
(Former name
or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2.
below):
|
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425) |
| |
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a -12) |
| |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d -2(b)) |
| |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e -4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
|
Title of
each class |
|
Trading
Symbol(s) |
|
Name of
each exchange on which registered |
|
N/A |
|
N/A |
|
N/A |
Indicate by
check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934
(§240.12b-2 of this chapter).
Emerging
growth company
☐
If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act. ☐
Item
1.01. Entry into a Material Definitive Agreement.
On November
26, 2021, Clubhouse Media Group, Inc. (the “Company”) entered into
an Amendment and Restructuring Agreement (the “Restructuring
Agreement”) with GS Capital Partners, LLC (“GS Capital”). Prior to
entry into the Restructuring Agreement, the Company and GS Capital
were parties to the following agreements:
|
|
(i) |
the
Securities Purchase Agreement, dated as of January 25, 2021 (the
“1/25/21 Agreement”) and the Convertible Promissory Note dated as
of January 25, 2021, issued pursuant to the 1/25/21 Agreement (the
“1/25/21 Note”), which 1/25/21 Note, and the $288,889 of principal
amount and $11,556 of interest thereunder, has since been converted
into 107,301 shares of common stock of the Company on June 21, 2021
(the “Converted Shares”); |
| |
(ii) |
the
Securities Purchase Agreement, dated as of February 16, 2021 (the
“2/16/21 Agreement”) and the Convertible Promissory Note dated as
of February 16, 2021, issued pursuant to the 2/16/21 Agreement (the
“2/16/21 Note”); |
| |
(iii) |
the
Securities Purchase Agreement, dated as of March 22, 2021 (the
“3/22/21 Agreement”) and the Convertible Promissory Note dated as
of March 22, 2021, issued pursuant to the 3/22/21 Agreement (the
“3/22/21 Note”); |
| |
(iv) |
the
Securities Purchase Agreement, dated as of April 1, 2021 (the
“4/1/21 Agreement”) and the Convertible Promissory Note dated as of
April 1, 2021, issued pursuant to the 4/1/21 Agreement (the “4/1/21
Note”); |
| |
(v) |
the
Securities Purchase Agreement, dated as of April 29, 2021 (the
“4/29/21 Agreement”) and the Convertible Promissory Note dated as
of April 29, 2021, issued pursuant to the 4/29/21 Agreement (the
“4/29/21 Note”); and |
| |
(vi) |
the
Securities Purchase Agreement, dated as of June 3, 2021 (the
“6/3/21 Agreement” and, collectively with the 2/16/21 Agreement,
the 3/22/21 Agreement, the 4/1/21 Agreement and the 4/29/21
Agreement, the “Purchase Agreements”) and the Convertible
Promissory Note dated as of June 39, 2021, issued pursuant to the
6/3/21 Agreement (the “6/3/21 Note” and, collectively with the
2/16/21 Note, the 3/22/21 Note, the 4/1/21 Note and the 4/29/21
Note, the “Notes”). |
Pursuant to
the terms of the Restructuring Agreement, the maturity date of each
of the Notes was extended by six months, such that the maturity
date in each of the Notes is six months later than the original
maturity date under the respective Note.
In addition,
pursuant to the terms of the Restructuring Agreement, on November
26, 2021, GS Capital sold to the Company, and the Company redeemed
from GS Capital, the Converted Shares, and in exchange therefor,
the Company issued to GS Capital a new convertible promissory note
in the aggregate principal amount of $300,445 (the “New
Note”).
The New Note
has a maturity date of May 31, 2022 (the “Maturity Date”) and bears
interest at 10% per year. No payments of the principal amount or
interest are due prior to the Maturity Date, other than as
specifically set forth in the Note, and there is no prepayment
penalty.
The New Note
provides GS Capital with conversion rights to convert all or any
part of the outstanding and unpaid principal amount of the New Note
from time to time into fully paid and non-assessable shares of the
Company’s common stock, at a conversion price of $1.00, subject to
adjustment as provided in the New Note and subject to a 9.99%
equity blocker.
The New Note
contains customary events of default, including, but not limited
to, failure to pay principal or interest on the New Note when due.
If an event of default occurs and continues uncured, GS Capital may
declare all or any portion of the then outstanding principal amount
of the New Note, together with all accrued and unpaid interest
thereon, due and payable, and the New Note will thereupon become
immediately due and payable.
The
foregoing descriptions of the Restructuring Agreement and the New
Note do not purport to be complete and are qualified in their
entirety by reference to the full texts of the Restructuring
Agreement and the New Note, copies of which are filed as Exhibits
10.1 and 10.2, respectively, to this Current Report on Form 8-K and
are incorporated herein by reference.
Item
2.03. Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a
Registrant.
As disclosed
in Item 1.01 of this Current Report on Form 8-K, the Company issued
the New Note to GS Capital on November 26, 2021. The disclosure in
Item 1.01 hereof concerning the New Note is incorporated by
reference into this Item 2.03.
Item 9.01
Financial Statements and Exhibits
(d)
Exhibits
The
following exhibits are filed with this Current Report on Form
8-K:
SIGNATURES
Pursuant to
the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
| Dated: December 2,
2021 |
CLUBHOUSE
MEDIA GROUP, INC. |
|
|
|
|
| |
By: |
/s/ Amir
Ben-Yohanan |
| |
|
Amir
Ben-Yohanan |
| |
|
Chief Executive
Officer |
Clubhouse Media (PK) (USOTC:CMGR)
Historical Stock Chart
From May 2022 to Jun 2022
Clubhouse Media (PK) (USOTC:CMGR)
Historical Stock Chart
From Jun 2021 to Jun 2022
